Ontario Business Corporations Act

Regulation 62 General

A management information circular shall contain the following information:

Particulars of Matters to be Acted Upon

Item 31 If action is to be taken with respect to any matter other than the approval of minutes of an earlier meeting or the approval of financial statements, the substance of each such matter or group of related matters, to the extent it has not been described under another provision in this section, in sufficient detail to permit shareholders to form a reasoned judgment concerning the matter.

Item 32. For the purpose of paragraph 31, where a reorganization or similar restructuring is involved, reference should be made to a prospectus form or other appropriate form under the Securities Act, including requirements with respect to financial statements, for guidance as to what is material.

(1) Where financial statements accompany or form part of an information circular, the statements shall be prepared in the manner prescribed for financial statements in Part XII of the Act. R.R.O. 1990, Reg. 62, s. 38 (1).

(2) The financial statements referred to in subsection (1), if not reported upon by the auditor of the corporation, shall be accompanied by a report of the chief financial officer of the corporation stating that the financial statements have not been audited but have been prepared in accordance with Part XII of the Act. R.R.O. 1990, Reg. 62, s. 38 (2).

(1) Subject to subsection (2), the financial statements referred to in Part XII of the Act shall be prepared in accordance with the standards, as they exist from time to time, set forth in the Handbook of the Canadian Institute of Chartered Accountants. O. Reg. 246/05, s. 6.

(2) An offering corporation may prepare the financial statements referred to in Part XII of the Act in accordance with such other standards as may be permitted in the rules made under section 143 of the Securities Act. O. Reg. 648/05, s. 1.

(1) Subject to subsection (2), the auditor’s report referred to in Part XII of the Act shall be prepared in accordance with the standards, as they exist from time to time, set forth in the Handbook of the Canadian Institute of Chartered Accountants. O. Reg. 246/05, s. 6.

(2) The auditor’s report of an offering corporation referred to in Part XII of the Act may be prepared in accordance with such other standards as may be permitted in the rules made under section 143 of the Securities Act. O. Reg. 648/05, s. 2.

(1) The financial statements referred to in clause 154 (1) (a) of the Act shall include at least,

(a) a balance sheet;

(b) a statement of retained earnings;

(c) an income statement; and

(d) a statement of changes in financial position. R.R.O. 1990, Reg. 62, s. 42 (1).

(2) Financial statements need not be designated by the names set out in subsection (1). R.R.O. 1990, Reg. 62, s. 42 (2).